Exhibit 4.7


 


DESCRIPTION OF SECURITIES


 


Golden Path Acquisition Corporation
(“we,” “our,” “us” or the “Company”) is a Cayman Islands exempted company and our affairs
are governed by our amended and restated memorandum and articles of association, the Companies Act and common law of the Cayman Islands.
On June 24, 2021, the Company consummated the initial public offering (“IPO”) of 5,000,000 units. In addition, the underwriters
exercised in full the over-allotment option for an additional 750,000 Units, resulting in the issuance and sale of an aggregate of 5,750,000
units. Each unit consists of one ordinary share, par value $0.0001 per ordinary share, one redeemable warrant entitling its holder to
purchase one-half of one share at a price of $11.50 per share, and one right to receive one-tenth (1/10) of one share upon the consummation
of the Company’s initial business combination.


 


Our units are listed for trading
on the NASDAQ Capital Market, or NASDAQ, under the symbol “GPCOU”. The ordinary shares, rights and warrants comprising the
units began separate trading on July 30, 2021 and are traded on NASDAQ under the symbols “GPCO,” “GPCOR” and “GPCOW”
respectively.


 


Pursuant to our amended and
restated memorandum and articles of association, we are authorized to issue 500,000,000 ordinary shares, par value $0.0001 per share.
The following description summarizes the material terms of our shares as set out more particularly in our memorandum and articles of association.
Because it is only a summary, it may not contain all the information that is important to you.


 


Defined terms used herein and
not defined herein shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K.


 


Units


 


Public Units


 


Each unit has an offering price
of $10.00 and consists of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial
business combination and one warrant. Each warrant entitles the holder thereof to purchase one-half of one ordinary share at a price of
$11.50 per whole share, subject to adjustment as described in the prospectus of IPO. Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given
time by a warrant holder. For example, if a warrant holder holds one warrant to purchase one-half (1⁄2) of one share, such warrant
shall not be exercisable. If a warrant holder holds two warrants, such warrants will be exercisable for one share. 


 


Private Placement Units


 


The private placement units
(including the rights, warrants or ordinary shares issuable upon conversion of the rights or exercise of the warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination (except to our officers and directors and
other persons or entities affiliated with the sponsor) and they will not be redeemable by us so long as they are held by members of the
sponsor or its permitted transferees. Otherwise, the private placement units have terms and provisions that are identical the units sold
in the IPO except the warrants included in the private placement units will be non-redeemable and may be exercised on a cashless basis,
in each case so long as they continue to be held by the initial purchasers or their permitted transferees. If the warrants included in
the private placement units are held by holders other than the holders who purchased such units or their permitted transferees, the warrants
will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.
In addition, for as long as the private placement units are held by our sponsor or its designees or affiliates, they may not be exercised
after five years from the effective date of the registration statement of which the prospectus of IPO forms a part.


  






     


     


    

 


Ordinary Shares


 


As of March 8, 2022, there
are 7,458,000 ordinary shares outstanding (assuming all the units were separated into their component parts on such date). Ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class,
except as required by law. Unless specified in the Companies Act, our amended and restated memorandum and articles of association or applicable
stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter
voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to our
amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles
of association and approving a statutory merger or consolidation with another company. Directors are elected for a term of two years.
There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the founder
shares voted for the election of directors can elect all of the directors. Our shareholders are entitled to receive ratable dividends
when, as and if declared by the Board of Directors out of funds legally available therefor.


 


Because our amended and restated
memorandum and articles of association authorizes the issuance of up to 500,000,000 ordinary shares, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of ordinary shares which
we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval
in connection with our initial business combination.


 


In accordance with NASDAQ corporate
governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following
our listing on NASDAQ. There is no requirement under the Companies Act for us to hold annual or general meetings or elect directors. We
may not hold an annual meeting of shareholders prior to the consummation of our initial business combination.


 


We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior
to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by
the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account
was initially approximately $10.10 per public share (subject to increase of up to an additional $0.30 per public share in the event that
our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in the prospectus of
IPO). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares
in connection with the completion of our initial business combination.


 


If a shareholder vote is not
required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended
and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender
offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of
association requires these tender offer documents to contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of
the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, we will, like many
blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to
the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the issued
and outstanding ordinary shares voted are voted in favor of the business combination. However, the participation of our sponsor, officers,
directors or their affiliates in privately-negotiated transactions (as described in the prospectus of IPO), if any, could result in the
approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote,
against such business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30
days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be
taken to approve our initial business combination.


 






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If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of
15% of the ordinary shares sold in the IPO, which we refer to as the “Excess Shares.” However, we would not be restricting
our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business
combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete the business
combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such
shares would be required to sell their shares in open market transactions, potentially at a loss.


 


If we seek shareholder approval
in connection with our initial business combination, our sponsor, officers and directors have agreed (and their permitted transferees
will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares
held by them and any public shares purchased during or after the IPO in favor of our initial business combination. Additionally, each
public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and
restated memorandum and articles of association, if we are unable to complete our initial business combination within 12 months from the
closing of the IPO (or up to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination,
as described in more detail in the prospectus of IPO), we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable and less up to $50,000 of interest to pay dissolution expenses) divided by the number of
then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail
to complete our initial business combination within 12 months from the closing of the IPO (or up to 21 months from the closing of the
IPO if we extend the period of time to consummate a business combination, as described in more detail in the prospectus of IPO). However,
if our sponsor acquires public shares after the IPO, they will be entitled to liquidating distributions from the trust account with respect
to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their public shares for cash equal
to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable) upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are identical
to the ordinary shares included in the units being sold in the IPO, and holders of founder shares have the same shareholder rights as
public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below
and (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive
their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion
of our initial business combination, (B) to waive their redemption rights with respect to any founder shares, private placement shares
and public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated memorandum and
articles of association (x) to modify the substance or timing of our obligation to provide for the redemption of our public shares in
connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business
combination within the timeframe set forth therein or (y) with respect to any other provision relating to stockholders’ rights or
pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect
to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the
closing of the IPO (or up to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination,
although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail
to complete our initial business combination within such time period. If we submit our business combination to our public shareholders
for a vote, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter
agreement entered into with us, to vote any founder shares and private placement shares held by them and any public shares purchased during
or after the IPO in favor of our business combination.  


 






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Our sponsor may extend the
time frame for the Company to complete a business combination by up to an additional 9 months contingent upon our sponsor depositing the
required amount of funds for each monthly extension into the trust account. For each month extension, holders of our securities will not
have to right to approve or disapprove any such monthly extension. Further, holders of our securities will not have the right to seek
or obtain redemption in connection with any such extension. Our sponsor or its affiliates or designees, upon five days advance notice
prior to the applicable deadline, must deposit into the trust account $191,667 (approximately $0.033 per public share), up to an aggregate
of $1,725,000, or $0.30 per public share (for an aggregate of 9 months), on or prior to the date of the applicable deadline, for each
monthly extension.


 


With certain limited exceptions,
50% of the founder shares will not be transferable, assignable or salable by our sponsor until the earlier of (i) six months after the
date of the consummation of our initial business combination or (ii) the date on which the closing price of our ordinary shares equals
or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may
not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier,
in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or
other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property.


 


Preference shares


 


Our amended and restated memorandum
and articles of association provides that preference shares may be issued from time to time in one or more series. Our Board of Directors
are authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special
rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board of Directors are
able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power
and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our Board of Directors to
issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of
us or the removal of existing management. We have no preference shares outstanding at the date hereof. Although we do not currently intend
to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares were issued or registered
in the IPO.


 


Rights


 


If we enter into a definitive
agreement for a business combination in which we will be the surviving entity, each holder of a right will receive one-tenth (1/10) of
one ordinary share upon consummation of our initial business combination, even if the holder of such right redeemed all ordinary shares
held by him, her or it in connection with the initial business combination or an amendment to our memorandum and articles of association
with respect to our pre-business combination activities. No additional consideration will be required to be paid by a holder of rights
in order to receive his, her or its additional ordinary shares upon consummation of an initial business combination as the consideration
related thereto has been included in the unit purchase price paid for by investors in the IPO. The shares issuable upon exchange of the
rights will be freely tradable (except to the extent held by affiliates of ours).


 






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If we enter into a definitive
agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders
of rights to receive the same per share consideration the holders of the ordinary share will receive in the transaction on an as-converted
into ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive
the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination. More
specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well
as to return the original rights certificates to us. In the event that we are not the surviving entity upon the consummation of our initial
business combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights
may expire worthless.


 


If we are unable to complete
an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights
will not receive any of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of
the trust account with respect to such rights, and the rights will expire worthless.


 


As soon as practicable upon
the consummation of our initial business combination, we will direct registered holders of the rights to return their rights to our rights
agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s) the number of full ordinary shares
to which he, she or it is entitled. We will notify registered holders of the rights to deliver their rights to the rights agent promptly
upon consummation of such business combination and have been informed by the rights agent that the process of exchanging their rights
for ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is
not intended to provide us with any means of avoiding our obligation to issue the shares underlying the rights upon consummation of our
initial business combination. Other than confirming that the rights delivered by a registered holder are valid, we will have no ability
to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities
to the holders of the rights upon consummation of an initial business combination. Additionally, in no event will we be required to net
cash settle the rights. Accordingly, the rights may expire worthless.


 


Although a company incorporated
in the Cayman Islands may issue fractional shares, it is not our intention to issue any fractional shares upon conversions of the rights.
In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, we will reserve
the option, to the fullest extent permitted by the amended and restated memorandum and articles of association, the Companies Act and
other applicable law, to deal with any such fractional entitlement at the relevant time as we see fit, which would include the rounding
down of any entitlement to receive ordinary shares to the nearest whole share (and in effect extinguishing any fractional entitlement),
or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with
any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding
down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant
rights, such that value received on exchange of the rights may be considered less than the value that the holder would otherwise expect
to receive. All holders of rights shall be treated in the same manner with respect to the issuance of shares upon conversions of the rights.


 


Redeemable Warrants


 


Public Warrants


 


Each warrant entitles the registered
holder to purchase one half of one ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time
commencing on the later of 12 months from the date of the closing of the IPO or thirty (30) days after the completion of our initial business
combination. Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants may be exercised
at any given time. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This
means that only an even number of warrants may be exercised at any given time by a warrant holder. The warrants will expire five years
after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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We will not be obligated to
deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a
registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be
exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with
respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and
expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing
such warrant will have paid the full purchase price for the unit solely for the ordinary share underlying such unit.


 


We have agreed that as soon
as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best
efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement
covering the ordinary shares issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the
warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless we have an effective
and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating
to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise
of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders
may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective
registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities
Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to
exercise their warrants on a cashless basis.


 


Once the warrants become exercisable,
we may call the warrants for redemption (excluding the private placement warrants):


 


	 	●	in whole and not in part;


 


	 	●	at a price of $0.01 per warrant;


 


	 	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and


 


	 	●	if, and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.


 


If and when the warrants
become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt
from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.
We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which
the warrants were offered by us in the IPO.


 


We have established the last
of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant
holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary
shares may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is
issued.


 






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If we call the warrants for
redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant
to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the
dilutive effect on our shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of our warrants. If our
management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that
number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair
market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management
takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of ordinary shares
to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise
in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe
this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.
If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees
would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described
above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a
cashless basis, as described in more detail below.


 


A holder of a warrant may notify
us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the ordinary shares outstanding
immediately after giving effect to such exercise.


 


If the number of issued and
outstanding ordinary shares is increased by a capitalization payable in ordinary shares, or by a sub-division of ordinary shares or other
similar event, then, on the effective date of such capitalization, sub-division or similar event, the number of ordinary shares issuable
on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding ordinary shares. A rights offering
to holders of ordinary shares entitling holders to purchase ordinary shares at a price less than the fair market value will be deemed
a capitalization of a number of ordinary shares equal to the product of (i) the number of ordinary shares actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for ordinary
shares) multiplied by (ii) one (1) minus the quotient of (x) the price per ordinary share paid in such rights offering divided by (y)
the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for ordinary shares,
in determining the price payable for ordinary shares, there will be taken into account any consideration received for such rights, as
well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of
ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the ordinary
shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the
holders of ordinary shares on account of such ordinary shares (or other ordinary shares into which the warrants are convertible), other
than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of ordinary shares
in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of ordinary shares in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or
timing of our obligation to redeem 100% of our ordinary shares if we do not complete our initial business combination within 12 months
from the closing of the IPO (or up to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination,
as described in more detail in the prospectus of the IPO), or (e) in connection with the redemption of our public shares upon our failure
to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each ordinary share in
respect of such event.


 


If the number of issued and
outstanding ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of ordinary shares or
other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar
event, the number of ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in issued and
outstanding ordinary shares.


 






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Whenever the number of ordinary
shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of ordinary
shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the
number of ordinary shares so purchasable immediately thereafter.


 


In case of any reclassification
or reorganization of the issued and outstanding ordinary shares (other than those described above or that solely affects the par value
of such ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued
and outstanding ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of our
ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised
their warrants immediately prior to such event.


 


The warrants will be issued
in registered form under a warrant agreement between Vstock Transfer LLC, as warrant agent, and us. You should review a copy of the warrant
agreement, which was filed as an exhibit to the registration statement of which the prospectus of IPO is a part, for a complete description
of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without
the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority
of the then issued and outstanding warrants (including private warrants) to make any change that adversely affects the interests of the
registered holders of warrants.


 


The warrants may be exercised
upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form
on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their
warrants and receive ordinary shares. After the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled
to one vote for each share held of record on all matters to be voted on by shareholders.


 


Warrants may be exercised only
for a whole number of ordinary shares. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants,
a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number
the number of ordinary shares to be issued to the warrant holder.


 


Private Placement Warrants


 


The private placement warrants
(including the ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except to our officers and directors and other persons or entities
affiliated with the sponsor) and they will not be redeemable by us and will be exercisable on a cashless basis so long as they are held
by the sponsor, or its permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to
those of the warrants being sold as part of the units in the IPO. If the private placement warrants are held by holders other than the
sponsor, or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same
basis as the warrants included in the units being sold in the IPO. In addition, for as long as the private placement warrants are held
by our sponsor or its designees or affiliates, they may not be exercised after five years from the effective date of the registration
statement of which the prospectus of IPO forms a part.


 


If holders of the private placement
warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that
number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair
market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading
days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason
that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor, and its permitted
transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they
remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies
in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when
insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material
non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the ordinary shares received
upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted
from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 






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